Ben 10, and the Millennium Matrix
by SaurusRock625
Summary: Ben ends up with a device that turns him into Duel Monsters. 'Nough said!
1. Chapter 1

_**I've been meaning to do a story like this one for a while now, and as you can see it involves Yu-Gi-Oh. My idea is that instead of getting the Omnitrix, Ben stumbles upon the Shrine of Wedju and sees all of the demon Ka imprisoned in stone slabs. He ends up finding a Millennium Item that was created by the pharaoh for the purpose of storing the DNA of various Ka, but before he could find a wielder for it, he died. Now, watch as Ben Tennyson becomes a hero of the great beasts of Egypt!**_

 _ **Disclaimer: I don't own Ben 10, or Yu-Gi-Oh!**_

* * *

"Normal Speech"

' _Thoughts'_

 **"Yelling"**

* * *

 _ **The Ancient Tomb!**_

* * *

In the great deserts of Egypt, a young boy going by the name of Benjamin Kirby Tennyson was walking around with a dead look in his eyes. Earlier that summer, Ben's cousin Gwen had found a device known as the Omnitrix and started using it to become an alien hero. As a result of this, Ben was left in her shadow as the boy who stayed on the sidelines. Gwen didn't get arrogant about this power or anything and she did try to help Ben get some recognition, but it was a fool's goal trying to do so. Even Ben's own parents seemed to love his cousin more than they loved him. It broke his heart just thinking about it.

Their grandpa, Maxwell Tennyson, thought that Ben could use some time away from america so that he could try and forget about everything. So far, it wasn't working at all. Ben had decided to try taking some painting equipment out into the desert in an attempt to find something to fill in the blank canvas, but he had found nothing.

Be let out a yelp, however, when he ended up falling down a hole that appeared out of nowhere! He fell into a deep cavern that was lit by a few torches. Ben got up with a groan, and opened his eyes to find himself in a dimly lit room.

"Where in the world am I?" Ben asked himself.

Getting up from where he fell, Ben looked up to see the hole that he had fallen in from and knew one thing was certain. He couldn't go back the way he came. Ben looked in front of him to see a flight of stairs going up to what looked like a shrine. But what was this shrine for? Ben had to get up there and see for himself!

The ten year old ran up to the top of the stairs in hopes of possibly finding lost Egyptian treasure, but instead found something else entirely. But what it was astounded him. It was a room that was filled to the brim with stone slabs! And each slab had what looked like ancient monsters carved into them with Egyptian writing underneath. At the top of the main wall of the shrine were several different slabs that were easily set apart from the others.

There was a set of five stone slabs with different parts of a behemoth of a creature. One had the head, two had each arm, and the last two had the legs of the beast. Next was a set of three slabs arranged in a pyramid formation. On the bottom right was one of a humanoid, on the bottom left was a serpentine dragon, and at the top was what looked like a cross between a dragon and a griffin.

But it was the two stone slabs at the top that really got Ben interested. One of them looked like a human wearing strange robes. He held a staff that had some semblance of a wand, which suggested that he was a great sorcerer.

The other one looked like a dragon of great power. Ben could literally feel the power rolling off of the very carving itself, and he knew that whatever this beast was, it was not something to be trifled with.

"What are these? No one's ever recorded anything like this in the history books." Ben said to himself.

"And they wouldn't have." said a voice.

Ben turned around to find who had spoken, and saw someone else had entered the room. It was a man that looked to be in his early twenties. He had purple eyes, dark skin like all other Egyptians, and was wearing a royal dress that was made for Egyptian men, golden jewelry, and a blue cape. His hair was long and stood up in five huge spikes that were primarily black, but had red and yellow outlining the edges. He was also wearing a golden pendant that looked like an upside down pyramid with the Eye of Ra on it.

"The Shrine of Wedju has housed all of the Ka for thousands of years." said the man.

"Who are you?" Ben asked.

The man gave a good natured chuckle, and walked up to Ben. When the man was close enough, Ben could see that he was holding a golden box in one arm.

"I have gone by many names in my life. Yami... Yugi... But you may call me Atem. I was once the pharaoh of this great land, and one of its greatest protectors." Atem explained.

Ben was astounded! He was standing in front of an ancient king, and wasn't even formally dressed. But it seemed like Atem was giving him the box that he had come in with.

"This is a gift for you, Ben Tennyson. Yes, I know who you are, and I know that with my creation that you will become what you always wished to be! A hero." Atem said.

Ben accepted the box, unaware that the stone slabs in the Shrine of Wedju glowed slightly. He opened the lid to the box to reveal...

* * *

 _ **I'm afraid I'm gonna have to stop the chapter here. I'm gonna take some time to think of what the Millennium Matrix should look like, but if you have any suggestions I'm willing to accept any. I am also accepting requests for the ten duel monsters that Ben should start out with, and names for them. Just so we're clear, the duel monsters that Ben has will be named after his aliens from the original show. The Flame Swordsman would be Heatblast, for example. Review, and enjoy!**_


	2. Chapter 2

_**Ben's Unlocked Ka:**_

 _ **The Flame Swordsman: Heatblast**_

 _ **Elemental HERO Sparkman: Feedback**_

 _ **Ultimate Tyranno: Humungousaur**_

 _ **Kuriboh: Ditto**_

 _ **Harpie's Brother: Jetray**_

 _ **Elemental HERO Terra Firma: Alien X**_

 _ **Diabound Kernel Form 1: Snakepit**_

 _ **Dark Magician: Name Undecided**_

 _ **Red Eyes Black Dragon: Name Undecided**_

 _ **Time Wizard: Clockwork**_

 _ **Disclaimer: I still don't own Ben 10, or Yu-Gi-Oh!**_

* * *

"Normal Speech"

 _'Thoughts'_

 **"Yelling"**

* * *

 _ **First Transformation!**_

* * *

 **Previously, on Ben 10, and the Millennium Matrix...**

 **What are these? No one's ever recorded anything like this in the history books." Ben said to himself.**

 **"And they wouldn't have." said a voice.**

 **Ben turned around to find who had spoken, and saw someone else had entered the room. It was a man that looked to be in his early twenties. He had purple eyes, dark skin like all other Egyptians, and was wearing a royal dress that was made for Egyptian men, golden jewelry, and a blue cape. His hair was long and stood up in five huge spikes that were primarily black, but had red and yellow outlining the edges. He was also wearing a golden pendant that looked like an upside down pyramid with the Eye of Ra on it.**

 **"The Shrine of Wedju has housed all of the Ka for thousands of years, and is not easily accessed from the outside world in this day and age." said the man.**

 **"Who are you?" Ben asked.**

 **The man gave a good natured chuckle, and walked up to Ben. When the man was close enough, Ben could see that he was holding a golden box in one arm.**

 **"I have gone by many names in my life. Yami... Yugi... But you may call me Atem. I was once the pharaoh of this great land, and one of its greatest protectors." Atem explained.**

 **Ben was astounded! He was standing in front of an ancient king, and wasn't even formally dressed. But it seemed like Atem was giving him the box that he had come in with.**

 **"This is a gift for you, Ben Tennyson. Yes, I know who you are, and I know that with my creation that you will become what you always wished to be! A hero." Atem said.**

 **Ben accepted the box, unaware that the stone slabs in the Shrine of Wedju glowed slightly. He opened the lid to the box to reveal...**

* * *

 _Instrumental Opening_

 _BEN 10_

 _He's a kid and he wants to have fun,_

 _But when you need a superhero, he gets the job done!_

 _BEN 10!_

 _With a device that he wears on his arm,_

 _He can change his shape, and save the world from harm!_

 _When trouble's taking place,_

 _He gets right in its face!_

 _BEN 10!_

 _When lives are on the line,_

 _It's hero time!_

 _BEN 10!_

* * *

...It was a device that seemed to be different from Gwen's Omnitrix, and yet very similar in design. Unlike Gwen's Omnitrix, the device that Ben was holding looked more like a gauntlet that covered half of the forearm. It was primarily gold colored with red lines going down from the dial to the end of the device. It also had a blue dial with a golden Wajat Eye in the center.

Suddenly, the gauntlet sprung to life, and clamped down on Ben's left arm! Ben yelped in surprise when this happened, and tried to pull it off. But this thing wasn't going anywhere anytime soon.

"It's okay! It's meant to do that in order to keep thieves from stealing it." Atem explained.

Ben nodded at this. If Vilgax was anything to go by, no doubt there would be people who would want to steal the Millennium Matrix. Ben got curious about the device, and turned the dial where the eye was. A golden light shined up from it to reveal a full body hologram of one of the Ka from the stone slabs. In his state of curiosity, Ben pressed his hand down on the faceplate and was engulfed in a flash of golden light.

Ben started to grow until he was about six feet tall, and was wearing a blue, skintight bodysuit. He had a highly muscular frame, and was wearing a flaming orange battle skirt along with a spiked helmet of the same color that covered his eyes. He also wore charcoal black boots with yellow cloth acting as shin guards, and was holding a giant flaming orange broadsword with golden Japanese writing on the flat parts. The Wajat Eye symbol relocated itself to the center of his chest to complete the transformation.

Ben stood there with a warrior's glint in his eye, but that soon was replaced by the feeling of confusion.

"Hey... What gives?" Ben asked himself.

He gasped and held his free hand to his throat. Ben's voice had gotten a lot deeper after transforming, and it had surprised the poor lad. Fortunately, the pharaoh was there to explain things to him.

"Ben, listen to me. The Millenniatrix has turned you into one of the many Ka residing in this shrine! You've become the Flame Swordsman!" Atem informed.

"I'M THE WHO?!" Ben asked in shock.

"If you don't learn how to control the power of the Ka residing in the Millenniatrix, you could end up ending more lives than you would be saving! You would even end up putting your loved ones in danger if you can't gain control over the more dangerous Ka!" Atem explained further.

This new information scared Ben. He didn't want to end up hurting any innocent people because he couldn't control his Ka forms. And he especially didn't want to end up hurting his family because he went on a rampage! He knew that he'd have to train hard to control his new Ka forms, and that was going to take a lot of practice on his part. But our young hero wasn't about to let himself be intimidated by this!

"Then if you want me to train hard, I'll work harder than your expectations!" Ben declared.

"Are you sure you can handle this, Ben?" Atem asked.

His response was a look of utter determination from the boy. Ben had turned back to normal, and had a look in his eyes that showed the fires of a true warrior. This was something that the old Pharaoh hasn't seen for a great many years. Seeing that the young lad wasn't going to back down from this, Atem smirked at Ben and took something out of his tunic.

It was a deck of cards that were brown with a black oval in the center on the back. Atem handed the deck to Ben, and the child started looking through them. Ben was amazed! The pictures on the cards were the same as the monsters on the stone slabs!

"I don't understand! Why do these cards look like the ones on the stone slabs?!" Ben asked.

"Those cards belonged to a great friend of mine. They belong to a card game by the name of Duel Monsters, and it was a very popular game. I want you to learn how to play this game. It will help you to master the Ka within your Millenniatrix." Atem explained.

That was when Atem started to fade from existence. He started to slowly disappear, and Ben grew worried for his first real friend.

 **"What's happening?!"** Ben asked in fear.

"It appears that my time in the mortal world has come to an end. But you won't be alone, Ben..." Atem said.

That's when all of the Ka in the shrine turned into streaks of white light, and flew into the Millenniatrix! Ben could feel the device gaining more and more power, and could feel himself slipping away into the dark abyss of unconsciousness.

"...You have many Ka by your side!" Atem said as he disappeared from the mortal world.

That was the last thing Ben heard before finally blacking out. He could also faintly hear someone calling his name.

* * *

 _ **This chapter is as of now complete! I wanna thank all of you for sending in ideas for the ten Ka that Ben starts out with, but now I'm gonna post a poll on the pairing for this story. And I just wanna post a list of stories I wanna work on for a while before moving on to any others.**_

 _ **Danny, The Tiger of Light**_

 _ **Ben 10: Hero of Equestria**_

 _ **Danny Fenton, Wielder of the Power Watch**_

 _ **Danny and Evile**_

 _ **Danny Child of Perim**_

 _ **Ed, Edd, n' Eddy: Omniversal Heroes.**_

 _ **Once I post a chapter for each of these stories, then I'll update some of my others. Such as my story Ben 10, Ben's Quest of the Kaminatrix. So any fans of that story, I ask that you please be patient just a little longer. Until then... PULL THE LEVER, KRONK!**_

 _ ***Kronk pulls the lever, and I fall down a trap door***_

 _ **Me: WRONG LEVEEEEEEERRRR! *SPLASH!***_

 _ **Kronk: Oops.**_


	3. Chapter 3

_**Okey dokey, people. Let's see how Ben does against his first villain! I'm pretty sure you guys remember Eon, right? Well, he's actually gonna be the one to fight Ben while trying to destroy Gwen! We'll get to see the power of the Ka at Ben's hand, and I'll be sure to show that Ben can actually seal away Demon Ka that exist in his enemies within the stone slabs in the shrine of Wedju! But I'm afraid that part is for another day. Now, let's see some action! Oh, and before I forget, the winner of the poll for who will be paired with Ben in this story has a winner! And that winner is... Mana/Dark Magician Girl! In hindsight, I really should've seen that coming.**_

 _ **Disclaimer: I still don't own Ben 10, or Yu-Gi-Oh!**_

* * *

"Normal Speech"

"Ka Speech"

 _'Thoughts'_

 **"Yelling"**

 **Introduction/Recaps**

* * *

 **Long ago when the pyramids were still young, Egyptian kings played a game of great and terrible power. But these "Shadow Games" erupted into a war that threatened to destroy the entire world! Until a brave and powerful Pharaoh locked the magic away, imprisoning it within the mystical Millennium Items!**

 **Now five thousand years later, a boy named Ben unlocks the secrets of the Millennium Matrix! He is infused with ancient magical energy, for destiny has chosen him to defend the world from the return of the Shadow Games, just as the brave Pharaoh did five thousand years ago!**

* * *

 _Instrumental Opening_

 _It started when an Egyptian device did what it did,_

 _And stuck itself upon his wrist with secrets that it hid!_

 _Now he's got superpowers! He's no ordinary kid, he's Ben 10!_

 _(Ben 10!)_

 _So if you see him you will be in for a big surprise,_

 _He'll turn into a Duel Monster before your very eyes!_

 _He's flaming, magic, fast and strong! He's every shape and size!_

 _He's Ben 10!_

 _(Ben 10! Ben 10!)_

 _Armed with powers he's on the case!_

 _Fighting off evil from Earth or space!_

 _He'll never stop till he makes them pay!_

 _'Cause he's the baddest kid to ever save the day!_

 _ **BEN 10!**_

 _(Ben 10!)_

 _Ending Instrumental_

* * *

 _ **Ka vs. Time Disruptor!**_

* * *

Ben woke up to the feeling of the whole room moving. Since he passed out in the Shrine of Wedju, he had assumed that there was an earthquake in progress. His eyes snapped open, and he bolted upright faster than you can blink.

 **"EARTHQUAKE!"** Ben screamed in fright.

Ben quickly took in his surroundings, and saw that he wasn't in the Shrine anymore. He had somehow ended up back in his grandfather's RV that was commonly referred to as the Rustbucket. But how'd he get here? That was when two people entered the room.

One of them was a girl that looked to be about Ben's age. She had lightly tanned skin, green eyes, and reddish orange hair. Her choice of clothing consisted of a long sleeved, light blue shirt with a cat head on the chest, a pair of white pants, and a pair of light blue sneakers. On her left wrist was a device that looked like a bulky wrist watch, but it was completely different. It was primarily light blue in color, and it had two pink buttons on either side of the dial. On the faceplate was a mark that looked like a pink hourglass. This device was known as the Omnitrix, and it let's Gwen turn into many alien heroes.

There was also an elderly man with tanned skin, gray hair, and green eyes. He was wearing a red and orange flower shirt, a pair of blue jeans, and a pair of brown shoes. This is Maxwell Tennyson, Ben and Gwen's grandfather and retired member of the Plumbers.

"Relax, Ben. You're just in the Rustbucket!" Gwen explained.

"You gave us quite a scare there, kiddo. How'd you end up in that place anyway?" Max asked.

Ben looked conflicted about answering this question. On one hand, Ben wanted to tell them about everything that had happened in the Shrine of Wedju. But on the other hand, he was afraid that they might try to take away the Millenniatrix. Ben just didn't know what to do.

"I believe I can answer that, elderly one." said a voice.

Ben and his family looked up to see someone standing in the middle of the Rustbucket. It was a man who looked to be in his late twenties to early thirties. He had dark skin like many others of Egyptian descent, and had odd black markings on his eyes. He also had metallic purple eyes, and long grayish purple hair. He was wearing an odd purple outfit that was reminiscent of a sorcerer's clothing, and was holding a long seafoam green staff with a dark green jewel in the tip of the staff.

Ben recognized this man as one of the many Ka that lived in the stone slabs, and as one of the monsters on his cards. He grabbed his deck, and started flipping through the cards to find the right one. It didn't take too long for Ben to find the right card. It was a spellcaster that looked just like the Ka standing before them, but with lighter skin. This particular monster has 2500 attack points, and 2000 defense points.

"The Dark Magician. What are you doing outside of the Millennium Matrix?" Ben asked.

The sorcerer chuckled in a good-natured manner. He should've known that Atem wouldn't have enough time to explain every function the Millenniatrix has.

"I am outside of the matrix due to the fact that you unconsciously summoned me from your deck." the Dark Magician explained. "And before I explain anything else, I want you all to know that my real name is Mahado."

"Wait. What's a Millennium Matrix?" Gwen asked.

"It is a device that works in a similar manner to your Omnitrix. But instead of simply turning Ben into aliens, it turns him into the many Ka that reside within it. I'm afraid that is all I can tell you about it." Mahado explained.

Ben felt the need to ask the sorcerer more about the Millenniatrix, but before he could, the Rustbucket was rocked by sudden explosions! Max hit the brakes, and screeched to a stop at the side of the road. Everyone piled out to see what had hit them, and were unpleasantly surprised to see just who had attacked them.

It was a man who was wearing a black helmet with its purple visor, but his face is visible through it, a black bodysuit with some purple lines on it, silver gauntlets and boots, and a black jacket with silver shoulder pads on it. His face appeared to be highly aged or just repulsive; his face is long and thin, with a wide mouth, greyish skin, a flattened nose, dark lines under his eyes, and thin, black lips.

"IT'S EON!" Gwen cried in surprise. "What's HE doing here?!"

"Obviously, he's not here to bring us fancy gift baskets." Ben said sarcastically.

Not wanting to wait around for anyone to get hurt, Ben activated the Millenniatrix which caused the full body hologram to appear. He scrolled through the different Ka that were currently in his arsenal, and found one that he hoped would be good against someone like Eon. He pressed down on the faceplate, and was engulfed in a pillar of golden light with Egyptian runes on it.

This time, Ben ended up becoming a creature that was exactly seventy five feet tall, and an even forty feet long. He was covered in spiky dark brown armor, and he had a light tan colored underbelly. His mouth was full of sharp, dagger-like teeth, and his arms shrunk and retained only two clawed fingers. His eyes were glowing gold, and the Millenniatrix had moved to the center of his forehead.

Ben gave a loud roar as he charged at Eon, while Mahado followed close behind. Eon heard the roar, and turned to see something prehistoric charging at him.

"WHAT IN BLAZES?! AGH!" cried Eon as he was batted away by Ben's tail.

"Now there's a sparring partner! Let's see what this Ka can do against it!" Ben said in a deep, growling voice.

"Yeah, here's the thing. You turned into Ultimate Tyranno!" Mahado said. "And from what I'm sensing, this Eon guy has time powers! He could fossilize you in seconds! Literally, fossilize!"

Ben knew that this would be a challenge, but he didn't want to be useless anymore. He couldn't stand just sitting on the sidelines while Gwen continually put her life on the line to keep others alive! So Ben knew that he had to drive Eon off before the rogue time walker could do any serious damage!

"I know this looks bad, Mahado. But I'm sure that Eon won't beat Humungousaur so easily!" Ben said.

"Who's Humungousaur?" Mahado asked.

"HOLD ON!" Ben ordered.

Mahado had no choice but to do so, as Humungousaur charged full speed at Eon! His jaws were partially open as he prepared to strike. Eon saw the oncoming danger, and started shooting age acceleration blasts at Humungousaur. Each one hit its mark, but for some reason they had absolutely no effect on the dinosaur Ka.

Mahado had no idea why those time blasts had no effect, but he did have a theory that he would need to check out later. Once Humungousaur was close enough to the one he considered prey, he lunged at Eon, and got him in one bite! But he didn't exactly stay in there for long, as Humungousaur went green in the face, and puked Eon back up.

Mahado and the others recoiled back in disgust, but then again you would too if you saw a dinosaur barf up a human. Humungousaur took a moment to catch his breath and spit out the vile taste of puke, then glared at Eon.

"Have you tasted yourself lately?!" Humungousaur asked.

"Hey, you aren't exactly what I'd call the joyride express either." Eon replied as a rebuttal.

Humungousaur narrowed his eyes, and used his tail to hit the Millenniatrix dial on his forehead, and was engulfed in a flash of gold. When it died down, the dinosaur was replaced by a very familiar swordsman.

"Alright, Eon! Let's see how well you do against Heatblast!" Ben said.

Eon responded by drawing his own blade. A curved, purple sword that was made out of laser energy. Eon charged blindly into battle against our hero, thinking that he would win this easily. However, Eon has never faced anything near as powerful as the Flame Swordsman.

Their swords sparked as they traded blow after blow with Heatblast gaining the upper hand. They locked blades as each warrior tried to gain the upper hand, but Eon didn't expect Heatblast to set the blade of his sword on fire as he broke the blade lock.

 **"Eon, you will not meddle with the very fabric of time again! NEVER AGAIN!"** Heatblast declared as he charged at Eon with his sword raised.

With a mighty leap, Heatblast was up in the air and using this Ka's special ability. When the sun is out shining brightly, the Flame Swordsman's fire attacks grow more and more powerful. And it showed as the flames surrounding Heatblast's sword intensified to the point that Gwen and Max had to cover their faces from the heat

Mahado was impressed by this. Ben had absolutely zero combat experience, and yet he was already fighting like a seasoned veteran! And he could even sense a spirit Ka of incredible power lurking within Ben's soul.

"You can do this, Ben. Let him have it!" Mahado said quietly.

 **"FLAMING SWORD OF BATTLE!"** Heatblast yelled.

He brought his sword down with so much speed and power that the flames intensified even more. Eon was too stunned to block, and was engulfed by the roaring fires of the attack while being literally cut in half! Eon screamed in pain before he burst into shards of broken glass and was sent to the Shadow Realm!

With the threat neutralized, Heatblast turned back into Ben. But his eyes were all black and cloudy, like his soul wasn't there.

"BEN! What's wrong with him?!" Gwen asked as she ran up to her cousin.

"It would appear as though his mind has been brought to the spirit world. Why? I don't know yet. But it's best not to move him right now." Mahado explained.

* * *

 _ **And here's the new chapter for you guys! I hope you all enjoy it, because it took me a lot of effort to write this! Oh, and if guest reviewer Omnipotent 18 is reading this, I want you to know that I plan to update Quest of the Kaminatrix after I update Hero of Equestria, and Nega Ben. REVIEW!**_


End file.
